Vote Summary ABERDEEN ASIAN INCOME FUND, ST HELIER. Security. Meeting Type. Ticker Symbol. Meeting Date ISIN. Agenda. Holding Recon Date.

Transcription

1 ABERDEEN ASIAN INCOME FUND, ST HELIER G0060U103 ExtraOrdinary General Meeting 15-Nov-2012 GB00B0P6J ST HELIER 13-Nov Nov-2012 B0P6J83 - B7LFCX9 Item Proposal Type Vote /Against 1 To adopt new articles of association 2 To authorise the Company to issue up to 100,000,000 C Shares on a non-pre-emptive basis Page 1 of 12

2 EXPERIAN PLC, ST HELLIER G ExtraOrdinary General Meeting 20-Nov-2012 GB00B19NLV DUBLIN Nov Nov-2012 B19NLV4 - B1FW6T8 - B1FWD20 Item Proposal Type Vote /Against 1 To approve the Transaction Page 2 of 12

3 GLENCORE XSTRATA PLC, ST HELIER G Ordinary General Meeting 20-Nov-2012 JE00B4T3BW ZUG 16-Nov-2012 B3NFYS8 - B4MSCG9 - B4T3BW6 - B55NST3 14-Nov-2012 Item Proposal Type Vote /Against 1 That: (A) the Merger to be effected pursuant to a scheme of arrangement (the ''Scheme'') under Part 26 of the Companies Act 2006 (the ''Act'') or takeover offer (the ''Merger Offer'') made by or on behalf of Glencore for the entire issued and to be issued share capital of Xstrata, substantially on the terms and subject to the conditions set out in the circular to shareholders of Glencore dated 31 May 2012 (the ''Circular'') outlining the Merger and the prospectus prepared by Glencore in connection with the Admission (as defined below) dated 31 May 2012 (a copy of each of which is produced to the Adjourned Meeting and signed for identification purposes by the chairman of the meeting) be and is hereby approved and the directors of Glencore (the ''Directors'') (or any duly constituted committee thereof) be authorised to: (I CONTD CONT CONT CONTD ) take all such steps as may be necessary or desirable in connection-with, and to implement, the Merger; and (ii) agree such modifications,-variations, revisions or amendments to the terms and conditions of the Merger-(provided that any such modifications, variations, revisions or amendments-are not a material change to the terms of the Merger for the purposes of- Listing Rule ), and to any documents relating thereto, as they may in-their absolute discretion think fit; and (B) subject to and conditional upon-the Scheme becoming effective (save for any conditions relating to: (i) the-delivery of the orders of the High Court of Justice in England and Wales (the-''court'') sanctioning the Scheme and confirming the reduction of capital in-xstrata to the Registrar of Companies in England and Wales; (ii) CONTD CONTD registration of such orders by the Registrar of Companies in England;-and (iii) the UK Listing Authority and the London Stock Exchange agreeing to-admit the ordinary shares of USD 0.01 each in Glencore (the ''Ordinary-Shares'') to the Official List and to trading on the main market of the-london Stock Exchange, respectively (''Admission'')), or, as the case may be,-the Merger Offer becoming or being declared wholly unconditional (save for- Admission), the Directors be and are hereby generally and unconditionally-authorised in accordance with article 10.1 of Glencore's articles of-association (the ''Articles'') to exercise all powers of Glencore to allot-equity securities (as defined in the Articles), credited as fully paid, with-authority to deal with fractional entitlements arising out of such allotment-as it CONTD Page 3 of 12

4 CONT CONTD thinks fit and to take all such other steps as it may deem necessary,-expedient or appropriate to implement such allotment in connection with the-merger up to an aggregate nominal amount of USD 56,603,171, and which-authority shall expire on the date of the annual general meeting in 2013 or-on 30 June 2013, whichever is the earlier (unless previously revoked or-varied by Glencore in general meeting), save that Glencore may before such-expiry make an offer or agreement which would or might require relevant-securities to be allotted after such expiry and the Directors may allot-relevant securities in pursuance of such an offer or agreement as if the-authority conferred hereby had not expired 2 That, subject to the Scheme becoming effective or, as the case may be, the Merger Offer becoming or being declared wholly unconditional, Glencore's name be changed to ''Glencore Xstrata plc'' and that the memorandum of association of Glencore be amended by the deletion of the first paragraph thereof and the insertion in its place of the following: ''1. The name of the Company is Glencore Xstrata plc 3 That, subject to the Scheme becoming effective or, as the case may be, the Merger Offer becoming or being declared wholly unconditional, pursuant to Article 10.2 of the Articles, and in addition to the amount set out in paragraph (B) of resolution 1 but in substitution for the previous authority conferred upon the Directors under that Article, the Directors be and are hereby authorised unconditionally to allot Ordinary Shares or grant rights to subscribe for or to convert any security into Ordinary Shares for an Allotment Period (as defined in the Articles) commencing on the date of the passing of this resolution and ending on the earlier of 30 June 2013 and the conclusion of Glencore's Annual General Meeting in 2013, and for that purpose the Authorised Allotment Amount (as defined in the Articles) CONTD CONT CONTD shall be USD 41,943,436 and the Rights Issue Allotment Amount (as-defined in the Articles) shall be USD 41,943,436 4 That, subject to the Scheme becoming effective or, as the case may be, the Merger Offer becoming or being declared wholly unconditional and the passing of resolution 3, pursuant to Article 10.3 of the Articles and in substitution for the previous authority conferred on the Directors under that Article, the Directors be and are hereby empowered to allot equity securities for an Allotment Period (each as defined in the Articles) commencing on the date of the passing of this resolution and ending on the earlier of 30 June 2013 and the conclusion of Glencore's Annual General Meeting in 2013 wholly for cash as if Article 11 of the Articles did not apply to such allotment and, for the purposes of Article 10.3(c), the Non-Pre-Emptive Amount (as defined in the Articles) shall be USD 6,291,516 5 That, subject to the Scheme becoming effective, or, as the case may be, the Merger Offer becoming or being declared wholly unconditional: (A) Glencore be and is hereby generally and unconditionally authorised pursuant to Article 57 of the Companies () Law 1991, as amended, (the ''Companies Law'') to make market purchases of Ordinary Shares, provided that: (i) the maximum number of Ordinary Shares authorised to be purchased is 1,258,303,058; (ii) the minimum price, exclusive of any expenses, which may be paid for an Ordinary Share is USD 0.01; (iii) the maximum price, exclusive of any expenses, which may be paid for an Ordinary Share shall be the higher of: (a) an amount equal to 5 per cent. above the average of the middle market quotations for Ordinary Shares taken from the London Stock Exchange Daily Official List CONTD Page 4 of 12

5 CONT CONT CONTD for the five business days immediately preceding the day on which such-shares are contracted to be purchased; and (b) the higher of the price of the-last independent trade and the highest current independent bid on the London-Stock Exchange Daily Official List at the time that the purchase is carried-out; and (iv) the authority hereby conferred shall be in substitution for theprevious authority conferred on the Directors under that Article and shall-expire on the earlier of the conclusion of Glencore's Annual General Meeting-in 2013 and 30 June 2013 (except that Glencore may make a contract to-purchase Ordinary Shares under this authority before such authority expires,-which will or may be executed wholly or partly after the expiry of such-authority, and may make purchases of Ordinary Shares in pursuance of any-contd CONTD such contract as if such authority had not expired); and (B) Glencore-be and is hereby generally and unconditionally authorised pursuant to Article-58A of the Companies Law to hold, if the Directors so desire, as treasury-shares, any Ordinary Shares purchased pursuant to the authority conferred by-(a) above PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN NUMBERING. IF YOU HAVE AL-READY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECI-DE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. Page 5 of 12

6 UBM PLC, ST. HELIER G Ordinary General Meeting 26-Nov-2012 JE00B2R84W LONDON 21-Nov Nov-2012 B2R84W0 - B3BD6T9 - B3BD8N7 Item Proposal Type Vote /Against 1 Special resolution to adopt new articles of association Page 6 of 12

7 WOLSELEY PLC, ST HELIER G9736L108 Annual General Meeting 29-Nov-2012 JE00B3YWCQ ZUG 27-Nov Nov-2012 B3W29P2 - B3XKT55 - B3YWCQ2 Item Proposal Type Vote /Against 1 To receive the company's annual report and accounts for the year ended 31 July To approve the directors remuneration report for the year ended 31 July To declare a final dividend of 40 pence per ordinary share for the year ended 31 July To re-elect Ms Tessa Bamford as a director 5 To re-elect Mr Michael Clarke as a director 6 To re-elect Mr Gareth Davis as a director 7 To re-elect Mr Andrew Duff as a director 8 To re-elect Mr John Martin as a director 9 To re-elect Mr Ian Meakins as a director 10 To re-elect Mr Frank Roach as a director 11 To re-elect Mr Michael Wareing as a director 12 To re-appoint the auditors 13 To authorise the directors to determine the remuneration of the auditors 14 To give limited authority to incur political expenditure and to make political donations 15 To give limited powers to the directors to allot equity securities 16 To give limited powers to the directors to allot equity securities for cash without the application of pre-emption rights 17 To give limited authority for the directors to purchase ordinary shares 18 To approve a special dividend and associated share consolidation 19 To approve the adoption of the Wolseley group long term incentive plan To approve the adoption of the Wolseley group executive share option plan 2012 Page 7 of 12

8 ABERDEEN LATIN AMERICAN INCOME FUND LTD G Annual General Meeting 10-Dec-2012 JE00B44ZTP ST HELIER 06-Dec Dec-2012 B44ZTP6 - B6WD1F0 Item Proposal Type Vote /Against 1 To receive the Directors' report and financial statements for the period ended 31 August 2012, together with the auditors' report thereon 2 To receive and adopt the Directors' Remuneration Report 3 To re-elect Mr. M Gilbert as a Director 4 To re-elect Mr. M Adams as a Director 5 To re-appoint Ernst & Young LLP as independent auditors and to authorise the Directors to agree their remuneration 6 To authorise the Company to make purchases of Ordinary Shares of no par value in the capital of the Company 7 To authorise the Company to hold Treasury Shares in accordance with Article 58A and 58B of the Companies () Law To authorise the Company to make market purchases and to cancel Subscription shares to subscribe for Ordinary shares of no par value in the capital of the Company 9 To disapply pre-emption rights Page 8 of 12

9 WPP PLC, ST HELIER G9787K108 Court Meeting 11-Dec-2012 JE00B3DMTY DUBLIN 4 07-Dec Dec-2012 B3DMTY0 - B3DQ8G7 - B3FMR88 Item Proposal Type Vote /Against CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. 1 the purpose of considering and, if thought fit, approving (with or without modification) the proposed scheme of arrangement referred to in the Notice convening the Court Meeting (the Scheme) Page 9 of 12

10 WPP PLC, ST HELIER G9787K108 Ordinary General Meeting 11-Dec-2012 JE00B3DMTY DUBLIN 4 07-Dec Dec-2012 B3DMTY0 - B3DQ8G7 - B3FMR88 Item Proposal Type Vote /Against 1 To approve the Scheme of Arrangement dated 13 November 2012 and related matters 2 To approve the New WPP Reduction of Capital 3 To change the name of the Company Page 10 of 12

11 HERITAGE OIL PLC, ST HELIER G4509M102 ExtraOrdinary General Meeting 12-Dec-2012 JE00B2Q4TN ST HELIER 10-Dec Dec-2012 B2Q4TN5 - B2QP819 - B2QVQ79 Item Proposal Type Vote /Against 1 Approval of the proposed Divestment No Action CMMT CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLIC-KING ON THE MATERIAL URL LINK: / /NPS_ PDF PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK. IF YOU HAVE A-LREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DEC-IDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. Page 11 of 12

12 HENDERSON FAR EAST INCOME LTD, ST HELIER G Annual General Meeting 18-Dec-2012 JE00B1GXH ST. HELIER 14-Dec Dec-2012 B1GXH75 - B1LB064 - B6ZZ0F6 Item Proposal Type Vote /Against 1 To receive the Report of the Directors and the audited Financial Statements for the year ended 31 August To approve the Directors' Remuneration Report 3 To re-appoint Mr John Russell as a Director of the Company 4 To re-appoint Mr Richard Povey as a Director of the Company 5 To re-appoint Ernst and Young LLP as auditors of the Company and to authorise the Directors to agree their remuneration 6 To authorise the Company to make market purchases of its own ordinary shares 7 To authorise the Company to hold shares in treasury 8 To disapply pre-emption rights Page 12 of 12